10:02     EMPEROR (CHINA)<02955> - Announcement & Resumption (2)              

    (iv)    represents a premium of approximately 323.53% to the              
    subscription price of the Rights Issue of HK$0.68 per Share;              
    and                                                                       
                                                                              
    (v)    represents a premium of approximately 126.77% to the               
    issue price of HK$1.27 per Share of the Shares to be issued               
    by the Company to the Vessel Vendor pursuant to the Vessel                
    Sale and Purchase Agreement.                                              
                                                                              
    The Directors consider that the subscription price of the                 
    Subscription Shares and the terms and conditions of the                   
    Subscription Agreement are fair and reasonable and in the best            
    interests of the Company and the Shareholders as a whole.                 
                                                                              
    Subscription Shares                                                       
    31,950,000 new Shares to be subscribed by the Subscriber                  
    pursuant to the Subscription Agreement, representing 24.19%               
    of the existing issued share capital of the Company of                    
    132,068,830 Shares, approximately 3.88% of the issued share               
    capital of the Company of 824,362,980 Shares as enlarged by               
    the Subscription and the Rights Issue and approximately 3.44%             
    of the issued share capital of the Company of 928,771,980                 
    Shares as enlarged by the Subscription, the Rights Issue and              
    the Vessel Acquisition.                                                   
                                                                              
    Ranking of the Subscription Shares                                        
    The Subscription Shares, when issued and fully paid, will rank            
    pari passu among themselves and with the Shares of the Company            
    in issue at the time of issue and allotment of the Subscription           
    Shares.                                                                   
                                                                              
    Completion of the Subscription                                            
    The Subscription is conditional on, inter alia                            
                                                                              
    (a)    the completion of the Rights Issue;                                
                                                                              
    (b)    the granting of a listing of and permission to deal in             
    the Subscription Shares by the Listing Committee of the Stock             
    Exchange;                                                                 
                                                                              
    (c)    the Shareholders approving the transactions                        
    contemplated under the Subscription Agreement in a                        
    shareholders' meeting of the Company in accordance with the               
    requirements of the Listing Rules, including but not limited              
    to, and the allotment and issue of the Subscription Shares;               
    and                                                                       
                                                                              
    (d)    if required, the granting of the consent of the                    
    Subscription by the Executive for the purposes of the waiver              
    application made by Worthly Strong in relation to its                     
    obligation to make a general offer to acquire all the issued              
    share capital of the Company (other than the shares of the                
    Company which are owned by the Worthly Strong and parties                 
    acting in concert with it) under Rule 26 of the Takeovers Code            
    pursuant to the transactions contemplated under the Vessel                
    Sale and Purchase Agreement.                                              
                                                                              
    Completion of the Subscription Agreement shall take place                 
    within two business days after (i) the fulfillment of the                 
    conditions precedent to the Subscription Agreement or (ii)                
    the date of the Vessel SGM, whichever is later (or such later             
    date to be agreed between the parties to the Subscription                 
    Agreement). In the event that the aforesaid conditions are                
    not satisfied or waived (with respect to conditions (a) to                
    (d) as set out above, conditions (b) and (c) are not waivable)            
    or the Vessel SGM is not held by 28 February 2005 or such a               
    date that the parties to the Subscription Agreement will                  
    mutually agree, the Subscription will not proceed. An                     
    application will be made by the Company to the Stock Exchange             
    for the listing of, and permission to deal in, the Subscription           
    Shares to be issued pursuant to the Subscription Agreement.               
    A special general meeting will be held at which resolution                
    will be proposed to approve the Subscription Agreement.                   
                                                                              
    The current intention of the Subscriber, which owns a 19.99%              
    interest in Luck United, is that it is only willing to invest             
    in the Company if the Property Acquisition proceeds. Since                
    the Property Acquisition is conditional on the Rights Issue               
    which provides the funding for the Property Acquisition, the              
    Subscription is conditional on completion of the Rights Issue,            
    unless this condition is waived by the Subscriber.                        
                                                                              
    EFFECT ON SHAREHOLDING                                                    
    Existing (i.e. before the Rights Issue and the Vessel                     
    Acquisition)